UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC 20549

                         Amendment 1
                             to
                         FORM 10-QSB
 QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE
               1934 ACT REPORTING REQUIREMENTS

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
   SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2001
Commission File No. 000-30253






                      MUSIC ETC., INC.
   (Exact name of registrant as specified in its charter)







Nevada                                            88-0426887
(State of organization) (I.R.S. Employer Identification No.)

8764 Carlitas Joy Court, Las Vegas, NV 89117
(Address of principal executive offices)

Registrant's telephone number, including area code (702) 228-
4688

Check whether the issuer (1) filed all reports required to
be file by Section 13 or 15(d) of the Exchange Act during
the past 12 months and (2) has been subject to such filing
requirements for the past 90 days.  Yes X

There are 6,000,000 shares of common stock outstanding as of
August 13, 2001.


                PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

FINANCIAL STATEMENTS
                 INDEPENDENT AUDITORS' REPORT

Board Of Directors
Music Etc., Inc.
Las Vegas, Nevada

     I have audited the accompanying balance sheets of Music
Etc., Inc., (a development stage company), as of June 30, 2001
and June 30, 2000 and the related statements of stockholders'
equity for June 30, 2001 and statements of operations and cash
flows for the six months ended June 30, 2001 and the two years
ended December 31, 2000 and December 31, 1999 and the period
September 20, 1993 (inception) to June 30, 2001. These
financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these
financial statements based on my audit.
     I conducted my audit in accordance with auditing
standards generally accepted in the United States of America.
Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates
made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
     In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Music Etc., Inc., as of June 30, 2001 and June 30,
2000 and the related statements of stockholders' equity for
June 30, 2001 and statements of operations and cash flows for
the six months ended June 30, 2001 and the two years ended
December 31, 2000 and December 31, 1999 and the period
September 20, 1993 (inception) to June 30, 2001 in conformity
with accounting principles generally accepted in the United
States of America.
     The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note 5 to the financial statements, the Company
has had no operations and has no established source of revenue.
This raises substantial doubt about its ability to continue as
a going concern. Management's plan in regard to these matters,
are also described in Note 5. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.


/s/ Kurt D. Saliger
Kurt D. Saliger C.P.A.
August 4, 2001
 1601 South Rainbow Blvd., Suite 220B .Las Vegas, Nevada 89146
           Phone: (702) 367-1988 Fax: (702) 948-8674



                       MUSIC ETC., INC.
                 (A Development Stage Company)
                        BALANCE SHEETS

<Table>

                                   <c>              <c>
                               ASSETS
                                      June             June
                                      30,2001          30, 2000
                                      ---------        ----------
CURRENT ASSETS
  Cash                                           $0                $0
                                         ----------         ---------
  TOTAL CURRENT ASSETS                           $0                $0
                                         ----------         ---------
     TOTAL ASSETS                                $0                $0
                                         ==========         =========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Officers Advances                          $4,152              $267
                                         ----------         ---------
TOTAL CURRENT LIABILITIES                    $4,152              $267
                                         ----------         ---------

STOCKHOLDERS EQUITY

Preferred Stock, $0.001 Par Value
Authorized 10,000,000 Shares
Issued and Outstanding
At June 30, 2001 - None                          $0

Common stock, $.001 par value
authorized 50,000,000 shares
issued and outstanding at
June 30, 2000 - 6,000,000 shares             $6,000
June 30, 2001 - 6,000,000 shares             $6,000

Additional paid in Capital                   $2,315            $2,315

Deficit Accumulated during
development stage                          ($7,837)          ($3,952)
                                         ----------         ---------

TOTAL STOCKHOLDERS' EQUITY                 ($4,152)            ($267)
                                         ----------         ---------

TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY                              $0                $0
                                         ==========        ==========
</Table>
        See accompanying notes to financial statements
                             - 2 -


                       MUSIC ETC., INC.
                 (A Development Stage Company)
                    STATEMENT OF OPERATIONS


<Table>

                       <c>            <c>               <c>
                          Six            Six
                          Months         Months            Sept. 20, 1993
                          Ended          Ended             (Inception)
                          June           June              to June
                          30,2001        30,2000           30,2001

INCOME
Revenue                             $0                 $0              $0
                            ----------        -----------      ----------
TOTAL INCOME                        $0                 $0              $0

EXPENSES

General, Selling
and Administrative                $885                 $0          $7,837

Amortization                        $0                 $0              $0
                            ----------        -----------      ----------
TOTAL EXPENSES                    $885                 $0          $7,837

NET PROFIT (LOSS)                 $885                 $0          $7,837
                             =========        ===========      ==========
NET PROFIT (LOSS)
per share -                      (NIL)              (NIL)           (NIL)
                            ==========        ===========      ==========

AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING            6,000,000          6,000,000       6,000,000
                            ==========        ===========      ==========
</Table>






        See accompanying notes to financial statements
                             - 3 -


                       MUSIC ETC., INC.
                 (A Development Stage Company)
                    STATEMENT OF OPERATIONS


<Table>

                       <c>              <c>              <c>
                          Three            Three
                          Months           Months           Sept. 20, 1993
                          Ended            Ended            (Inception)
                          June             June             to June
                          30,2001          30,2000          30,2001

INCOME
Revenue                               $0                $0                $0
                             -----------        ----------       -----------
TOTAL INCOME                          $0                $0                $0

EXPENSES

General, Selling
and Administrative                  $885                $0            $7,837

Amortization                          $0                $0                $0
                             -----------        ----------       -----------
TOTAL EXPENSES                      $885                $0            $7,837

NET PROFIT (LOSS)                 ($885)                $0          ($7,837)
                              ==========        ==========        ==========
NET PROFIT (LOSS)
per share -                        (NIL)             (NIL)             (NIL)
                              ==========        ==========        ==========

AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING              6,000,000         6,000,000         6,000,000
                              ==========        ==========        ==========
</Table>







        See accompanying notes to financial statements
                             - 4 -


                       MUSIC ETC., INC.
                 (A Development Stage Company)
                    STATEMENT OF OPERATIONS


<Table>

                    <c>              <c>             <c>
                       Year             Year            Sep. 20, 1993
                       Ended            Ended           (Inception)
                       December         December        to June
                       31, 2000         31, 1999        30, 2001

INCOME
Revenue                            $0                $0               $0
                          -----------       -----------      -----------
TOTAL INCOME                       $0                $0               $0

EXPENSES

General, Selling
and Administrative             $3,000              $267           $7,837
Amortization                       $0                $0               $0
                          -----------       -----------      -----------
TOTAL EXPENSES                 $3,000              $267           $7,837

NET PROFIT (LOSS)            ($3,000)            ($267)         ($7,837)
                          ===========       ===========      ===========
NET PROFIT (LOSS)
PER SHARE                       (NIL)             (NIL)            (NIL)
                          ===========       ===========      ===========

AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING           6,000,000         6,000,000        6,000,000
                          ===========       ===========      ===========
</Table>









        See accompanying notes to financial statements
                             - 5 -



                                MUSIC ETC., INC.
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                  June 30, 2001

<Table>

                         <c>              <c>             <c>             <c>
                                     Common Stock                            (Deficit)
                                                                             Accumulated
                            Number                           Additional      During
                            of                               paid-in         Development
                            Shares           Amount          Capital         Stage


Balance,
December 31, 1996                        20            $200               $0         ($200)

April 7, 1997
Issued for Cash                      24,980          $3,485

Net Loss,
December 31, 1997                                                                  ($3,485)
                                 ----------      ----------       ----------     ----------
Balance, Dec. 31, 1997               25,000          $3,685               $0       ($3,685)

Net Loss,
December 31, 1998
                                                                                         $0
Changed from no par
Value to $0.001
September 21, 1999                                 ($3,660)           $3,660
Forward Stock Split
240 to 1
September 21, 1999                5,975,000          $5,975         ($5,975)


Net Loss,
December 31, 1999                                                                    ($267)

Balance, Dec. 31, 1999            6,000,000          $6,000          $2,315)        $3,952)

Net loss
December 31, 2000                                                                  ($3,000)
Net loss
June 30, 2001                                                                        ($885)
                                                                                -----------
Balance
June 30, 2001                     6,000,000          $6,000         ($2,315)       ($7,837)
                               ============      ==========      ===========    ===========
</Table>
                 See accompanying notes to financial statements
                                    -    6 -

                        MUSIC ETC., INC.
                  (A Development Stage Company)
                     STATEMENT OF CASH FLOWS


<Table>

                        <c>              <c>             <C>
                           Six              Six
                           Months           Months          Sept 20,1993
                           Ended            Ended           (Inception)
                           June             June            to June
                           30, 2001         30, 2000        30, 2001


CASH FLOW FROM
OPERATING ACTIVITIES

Net (Loss)                         ($885)                $0       ($7,837)

Adjustment to reconcile
net loss to net cash
provided by operating
Activities

Amortization                           $0                $0             $0
Officer Advances                     $885                $0         $4,152
                              -----------        ----------     ----------
Net cash used in
Operating activities                   $0                $0       ($3,685)

CASH FLOW FROM
FINANCING ACTIVITIES
Issue Common Stock                     $0                $0         $3,685
                              -----------        ----------     ----------
Net Increase
(decrease) in cash                     $0                $0             $0

Cash, Beginning
Of period                              $0                $0             $0
                              -----------        ----------     ----------

Cash, End
Of Period                              $0                $0             $0
                              ===========        ==========     ==========
</Table>

         See accompanying notes to financial statements
                              - 7 -
                        MUSIC ETC., INC.
                  (A Development Stage Company)
                     STATEMENT OF CASH FLOWS


<Table>

                         <c>           <c>             <c>
                            Three         Three
                            Months        Months          Sept 20,1993
                            Ended         Ended           (Inception)
                            June          June            to June
                            30, 2001      30, 2000        30, 2001


CASH FLOW FROM
OPERATING ACTIVITIES

Net (Loss)                      ($885)                $0       ($7,837)

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Amortization                        $0                $0             $0
Officer Advances                  $885                $0         $4,152
                             ---------         ---------      ---------
Net cash used in
Operating activities                $0                $0       ($3,685)


CASH FLOW FROM
FINANCING ACTIVITIES
Issue Common Stock                  $0                $0         $3,685
                             ---------         ---------      ---------
Net Increase
(decrease) in cash                  $0                $0             $0

Cash, Beginning
Of period                           $0                $0             $0
                             ---------         ---------      ---------

Cash, End
Of Period                           $0                $0             $0
                             =========         =========      =========
</Table>


         See accompanying notes to financial statements
                              - 8 -

                        MUSIC ETC., INC.
                  (A Development Stage Company)
                     STATEMENT OF CASH FLOWS

<Table>

                        <c>            <c>            <C>
                           Year           Year           Sept. 20, 1993
                           Ended          Ended          (Inception)
                           December       December       to June
                           31, 2000       31, 1999       30, 2001
CASH FLOW FROM
OPERATING ACTIVITIES

Net (Loss)                     ($3,000)           ($267)         ($7,837)

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Amortization                         $0               $0               $0
Officer Advances                 $3,000             $267           $4,152
                             ----------       ----------      -----------
Net cash used in
Operating activities                 $0               $0         ($3,685)

CASH FLOW FROM
FINANCING ACTIVITIES
Issue Common Stock                   $0               $0           $3,685
                             ----------       ----------      -----------
Net Increase
(decrease) in cash                   $0               $0               $0

Cash, Beginning
Of period                            $0               $0               $0
                             ----------       ----------      -----------
Cash, End
Of Period                            $0               $0               $0
                             ==========       ==========      ===========
</Table>









         See accompanying notes to financial statements
                              - 9 -

                        MUSIC ETC., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                 June 30, 2001 and June 30, 2000



NOTE 1 -ORGANIZATION AND ACCOUNTING POLICIES

         The Company was incorporated September 20, 1993 under
the laws of the State of Nevada. The Company was organized to
engage in any lawful activity. The Company currently has no
operations and, in accordance with SFAS #7, is considered a
development stage company.  The Company will develop a website
charging subscribers a fee for each internet music lesson.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Accounting Method
          The Company records income and expenses on the accrual
          method of accounting.

     Estimates
          The preparation of financial statements in conformity
          with generally accepted accounting principles requires
          management to make estimates and assumptions that
          affect the reported amounts of assets and liabilities
          and disclosure of contingent assets and liabilities at
          the date of the financial statements and the reported
          amounts of revenue and expenses during the reporting
          period. Actual results could differ from those
          estimates.

     Cash and equivalents
          The Company maintains a cash balance in a non-interest
          bearing bank that currently does not exceed federally
          insured limits. For the purpose of the statements of
          cash flows, all highly liquid investments with the
          maturity of three months or less are considered to be
          cash equivalents. There are no cash equivalents as of
          June 30, 2001.

     Income Taxes
          Income taxes are provided for using the liability
          method of accounting in accordance with Statement of
          Financial Accounting Standards No. 109 (SFAS #109)
          "Accounting for Income Taxes". A deferred tax asset or
          liability is recorded for all temporary differences
          between financial and tax reporting. Deferred tax
          expense (benefit) results from the net change during
          the year of deferred tax assets and liabilities.

                              -10-
                        MUSIC ETC., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                 June 30, 2001 and June 30, 2000



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Reporting on Costs of Start-Up Activities
          In April 1998, the American Institute of Certified
          Public Accountants issued Statement of position 98-5
          ("SOP 98-5"), "Reporting the Costs of Start-up
          Activities" which provides guidance on the financial
          reporting of start-up costs and organizational costs.
          It requires costs of start-up activities and
          organizational costs to be expensed as incurred. SOP
          98-5 is effective for fiscal years beginning after
          December 15, 1998 with initial adoption reported as
          the cumulative effect of a change in accounting
          principle.

     Loss Per Share
          Net loss per share is provided in accordance with
          Statement of Financial Accounting Standards No. 128
          (SFAS #128) "Earnings Per Share".  Basic loss per
          share is computed by dividing losses available to
          common stockholders by the weighted average number of
          common shares outstanding during the period. Diluted
          loss per share reflects per share amounts that would
          have resulted if dilutive common stock equivalents had
          been converted to common stock. As of June 30, 2001
          the Company had no dilutive common stock equivalents
          such as stock options.

     Year End
          The  Company has selected December 31st as  its  fiscal
          year end.

     Year 2000 Disclosure
          The year 2000 issue had no effect on the Company.

NOTE 3 - INCOME TAXES

     There is no provision for income taxes for the year ended
     December 31,2000. The Company's total deferred tax asset as
     of June 30, 2001 is as follows:
          Net operating loss carry forward              $7,837
          Valuation allowance                           $7,837
          Net deferred tax asset                        $    0
     The federal net operating loss carry forward will expire
     in 2017 to 2019.



                              -11-

                        MUSIC ETC., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                 June 30, 2001 and June 30, 2000


NOTE 4 STOCKHOLDER'S EQUITY
     Common Stock
          The authorized common stock of the Company consists of
          50/000,000 shares with a par value of $0.001 per
          share.

          On July 27, 1995 the Company issued 20 shares of its
          no par value common stock in consideration of $200 in
          cash to one of its directors.

          On July 27, 1997 the Company issued 24,980 shares of
          its no par value common stock in consideration of
          $5,996 in cash to three of its directors.

          On September 21, 1999 the State of Nevada approved the
          Company's restated Articles of Incorporation that
          increased its capitalization from 25,000 common shares
          of no par value to 50,000,000 common shares with a par
          value of $0.001 and added 10,000,000 preferred shares
          with a par value of $0.001.

          On September 21, 1999 the Company forward split its
          common stock 240:1 thus increasing the number of
          outstanding common shares from 25,000 to 6,000,000
          shares.

     Preferred Stock
          The authorized preferred stock of the Company consists
          of 10,000,000 shares with a par value of $0.001 per
          share.

NOTE 5 GOING CONCERN.

          The Company's financial statements are prepared using
          generally accepted accounting principles applicable to
          a going concern, which contemplates the realization of
          assets and liquidation of liabilities in the normal
          course of business. However, the Company does not have
          significant cash or other material assets, nor does it
          have an established source of revenues sufficient to
          cover its operating costs and to allow it to continue
          as a going concern.

                              -12-
                        MUSIC ETC., INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                 June 30, 2001 and June 30, 2000

NOTE 6 -RELATED PARTY TRANSACTIONS

     The Company neither owns nor leases any real or personal
     property. An officer of the Company provides office services
     without charge. Such costs are immaterial to the financial
     statements and accordingly, have not been reflected therein.
     the officers and directors of the Company are involved in
     other business opportunities. If a specific business
     opportunity becomes available, such persons may face a
     conflict in selecting between the Company and their other
     business interests. The Company has not formulated a policy
     for the resolution of such conflicts.

NOTE 7 -WARRANTS AND OPTIONS

     There are no warrants or options outstanding to acquire any
     additional shares of common or preferred stock.

NOTE 8 -OFFICER ADVANCES

     While the Company was seeking additional capital to advance
     its business plan, an officer of the Company has advanced
     funds on behalf of the Company to pay for any costs
     incurred by it. These funds are interest free.


















                              -13-


ITEM 2.   MANAGEMENT'S PLAN OF OPERATION

                        Plan of Operation

Background

Music Etc., Inc. is a Nevada corporation formed on September 20,
1993. Our principal place of business is located at 8764 Carlitas
Joy Court, Las Vegas, NV 89117. The officers and directors of
Music Etc., Inc. became aware over the years that school
districts throughout the United States were constantly cutting
back on extra activities due to budget cuts.  It seemed that
music was always the first to go, especially in the elementary
grades. Realizing this to be the case it was decided that
offering music lessons via the Internet may be a very popular
idea.

The original business plan to offer music lessons over the
internet was abandoned due to the lack of funds available in
order to implement this business plan. However, management
believes that we will be able to raise enough initial capital to
begin operations and build a web-site through public and private
sales of our stock.

On September 20, 1993, the Company issued 20 shares of its common
stock to its original founder, Cheryl Mall for cash. On April  7,
1997, the Company issued 9,500 shares of its stock to its current
president,  who  subsequently sold  some  of  his  shares  to  20
individuals on May 22, 1997. On April 7, 1997, the Company issued
7,980 shares to its current Secretary, who subsequently sold some
of  her  shares to 15 individuals on May 28, 1998.  On  April  7,
1997, the Company issued 7,500 shares of its stock to its current
Treasurer,  who  subsequently sold  some  of  her  shares  to  13
individuals on June 8, 1998.

On  September  20,  1999,  the Company amended  its  Articles  of
Incorporation  to increase the authorized number of  shares  from
25,000  shares  of common stock with no par value  to  50,000,000
shares of common stock and also to authorize 10,000,000 shares of
preferred  stock, all with a par value of $0.001  per  share.  On
September  20,  1999, the Company also approved a  forward  stock
split  on  a  240:1 basis, increasing the issued and  outstanding
shares from 25,000 to 6,000,000 shares of common stock.

Business of Issuer

Music Etc., Inc. intends to contact various music teachers who
specialize in one or more musical instruments to get their input
as how to best achieve our goals.  We want to make several key
contacts in the manufacturers of musical instruments who we feel
will be quite excited about our ideas and may extended their
knowledge and expertise about the music business.

We are a development stage company which will deliver music
lessons for various instruments to families and children via a
variety of applications on the Internet. We intend to devote our
resources to the delivery of online music lessons for various
instruments. We intend to offer a fee- based Internet
application through which we will deliver music lessons in real
time with the same quality that a private instructor would
provide.

We hope to launch our website and commence delivering services
to the public once we have raised enough capital to start our
business venture. Currently, our operations consist primarily of
organizational and capital raising activities, research and
analysis with respect to Internet musical education industry
opportunities, and the development of technical and operational
infrastructure.

Services

Music Etc., Inc. hopes to position itself to take full advantage
of the fast growing Internet industry.  It is our desire to be
the leading Internet Company responsible for introducing
children to the world of music.  Our concept would allow anyone
who had a computer or access to one to learn a musical
instrument.  Music Etc., Inc. wants provide music lessons for
various instruments in a way that would allow the participant to
be familiar enough at the end of a 10-lesson cycle to continue
and with practice become proficient.  The company intends to
offer intermediate and advanced lessons utilizing the same
format as described above.

Each instrumental choice would come with a series of 10 basic
lessons. We intend to construct a Website where these lessons
would be shown and would be available to our subscribers at
their convenience.  The student could download this music and
practice at home until he had mastered that lesson and then go
on to lesson two, three, etc. By the end of a 10-lesson cycle
the student should be able to continue advancing on his own by
practicing and utilizing certain music books, which we would
recommend.  It is the intent of the company to charge a fee of
$35.00 for each 10-lesson cycle.  By keeping the cost down to a
reasonable amount we feel people that could not otherwise afford
to learn a musical instrument could now do so.

After the company has become established it would want to retail
sheet music as well as discounted instruments and musical
supplies.  We feel this addition to our business will be
advantageous to our students and beneficial to our company.

Customers may choose from one or a series of lessons that
address curriculum objectives on a specific level. Eventually,
we hope to reach a point where we will have a staff in which our
services will be highly interactive. The music lessons would
incorporate the use of videos, interactive dialogue between
student and teacher and would have available sheet music that
would reflect that days lesson.

System Requirements

Those individuals wishing to take the musical lessons need the
following computer specifications and hardware requirements:

  * A Pentium class computer running Windows 95 or higher.

  *  An Internet connection with a 28.8 kbps modem or better.

  * At least 16 MB of RAM.

  * A MIDI compatible piano or MIDI Keyboard (if piano lessons
     are the choice for the individual). Connect the
     piano/keyboard to your computer using a sound card to MIDI
     connector cable.

  * A headset with microphone attached is recommended, or
     microphone and speakers.

Product Design and Development

We consider successful product design and development to be
essential to implementing and growing the market for our
services.

Marketing

In order to market our web site, we intend to have our site
listed on different search engines, like Yahoo!, Infoseek,
Excite, Lycos and AskJeeves. We feel this will be the best way
to advertise our services for those seeking musical lessons.
According to Planet Ocean Communications, an internet marketing
company in Captain Cook, Hawaii, more than 95% of all people on
the Web use only eight search engines. Some of the software
packages we have been researching are as follows:
PowerSolution's SitePromoter (http://www.sitepromoter.com),
which would submit our site to 150 search engines or CyberSleuth
Internet Services' Net Submitter Professional (http://www.cyber-
sleuth.com/nsp), which offers fully automated submission to
hundreds of search engines and directories as well as offering
semiautomated support for hundreds of other submission sites.
These software products usually cost less than $100.

Another option we will utilize is to get our site on affiliate
programs and partnerships with content sites. Through an
affiliate program, our web site will be linked with a larger web
site that contains similar services as those we are offering.
Our web site will be able to be noticed when a net surfer is
checking out the bigger web site, our site would be highlighted
and net surfers would then be able to click and link directly to
our web site. Most likely we would be able to form a partnership
with these larger web site by offering a percentage of our sales
for getting our site listed. We intend to use web sites like
AllAbout-Music.com, Aardvark's Archive of General Musical
Interest, and/or MusicNow!

Markets

The Company may enter into agreements with accomplished musical
instructors with expertise in teaching the application of
various musical instruments.  These teachers' lessons and
techniques will be video taped for each set of ten lessons,
beginners, intermediate and advanced.

As schools become more and more overcrowded School Boards seek
ways to achieve economic demands of supplying more teachers for
the student population.  The first cuts usually made are those
in extra curricular activities and to be more precise, the music
department.

Music Etc. intends to approach numerous school districts
throughout the country and offer group lessons to their
students. The number of students participating in our program
will determine the cost for these Subscription Agreements.

We anticipate the exposure to our concept will gradually expand
into the European and Asian markets via the Internet.  Once this
occurs it will be necessary to find instructors fluent in the
language of each country where our enrollments are concentrated.
Exposure to the international markets will necessitate the
expansion of lessons offered to include instruments that are
native to those countries.

We feel that this is the right idea and the right time to
implement such an idea.  As the Internet grows our company will
grow.

Music Etc., Inc. plans to market its programs over the internet
via a website that is to be designed to appeal to individuals,
school districts and appropriate agencies worldwide.  We believe
that once word spreads about our website subscriptions will
jump.  We will market music lessons in three stages, beginning,
and intermediate and advanced. We hope to have the ability to
sell both used and new musical instruments via our Website as
well as musical supplies.

Competition

Currently, there are only a few sites that offer music lessons
online. These sites however only offer piano or guitar lessons.
We intend to offer a variety of different lessons, from which the
student would be able to choose. Since we have not yet begun our
operations and intend to implement our business plan, it will be
difficult for us to find a niche in the music industry. These
other companies have greater financial resources and are already
established, making it more difficult for us to generate revenue
within the first year, if we are able to raise enough funds to
finance our ultimate goals and begin a web site.

Employees

We are currently in a start-up phase with no employees, other
than our management. It is expected that as funds become
available additional staff will be hired. All future employees
will be hired under an equal opportunity policy and evaluated by
their manager on a regular basis with regard to merit raises and
advancements. We do, however, intend to hire consultants, once we
have commenced operations and have raised the start-up capital.

          MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION

We are in the developmental stage and have no established
source of revenue.  We are currently developing a business plan
to market our web site which will enable users to learn to play
musical instruments online through the varying levels of music
lessons we intend to make available shortly after becoming
operational.  We plan to take the following steps that we
believe will be sufficient to provide us with the ability to
continue in existence:

1.   Management believes we will need to raise between
     US$300,000 and US$500,000 over the next 12 months which we
     will utilize in contracting web hosts, web page designers
     and consultants to help us devise a curriculum which will
     be viable to teach music lessons online. The exact amount
     we will need to raise will be determined by the then
     current market conditions, and the status of cash flow
     within Music Etc.  It is anticipated that an initial
     injection of US$300,000 will be required within the next 12
     months. We propose to raise the amount we need by selling
     shares of our common stock and by one or more private
     placements if necessary.

2.   We hope to generate revenue from the marketing of our web
     site to offer music lessons online.  This is expected to be
     conducted upon the availability of funds.  We are currently
     conducting ongoing research as to the best way to market
     our web site. Music Etc. does not currently have any formal
     contracts with any internet sites or web hosts.

3.   Should management decide that raising funds by means of one
     or more private placements would be detrimental to Music
     Etc. and its shareholders because our cash flow is limited
     as a result of little or no revenues, we will attempt to
     secure a line of credit with an established financial
     institution to assist with the marketing and general
     working capital purposes.


We intend to utilize one or more of the credit card processing
services to provide our students the option to either pay online
with a credit card or have payments deducted straight from their
checking accounts. These services will range anywhere from
$10/month and $0.25 per transaction fee through CardService
International, Inc. to $44.95/per month, which includes the
processing fee, for a period of 24 months from iTransact.com
(for each transaction over 500 is subject to a $0.10 per
transaction fee.

We intend to launch our website with the aid of consultants
within the music industry, which we will utilize their knowledge
in instructing individuals. These consultants will be paid on a
per project basis. Once we have generated revenue and profits
enough to sustain our working capital on an ongoing basis, we
will hire these individuals on a part- to full-time basis. We
also intend to utilize the services of website managers and
designers in order to keep our operating costs down. Prices for
services which will design our website as well as manage the
site range anywhere from $19.95/month to $45/month, some with a
start up fee, for the small to medium sized businesses just
getting started. Many of these web hosting services also include
ISP services included in the monthly fees. Eventually, in the
future, we intend to hire a full-time web page designer and
manager once our operations grow to a capacity which will
require our own staff.

          MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION

We are in the developmental stage and have no established
source of revenue.  We are currently developing a business plan
to market our web site which will enable users to learn to play
musical instruments online through the varying levels of music
lessons we intend to make available shortly after becoming
operational.  We plan to take the following steps that we
believe will be sufficient to provide us with the ability to
continue in existence:

1.   Management believes we will need to raise between
     US$300,000 and US$500,000 over the next 12 months which we
     will utilize in contracting web hosts, web page designers
     and consultants to help us devise a curriculum which will
     be viable to teach music lessons online. The exact amount
     we will need to raise will be determined by the then
     current market conditions, and the status of cash flow
     within Music Etc.  It is anticipated that an initial
     injection of US$300,000 will be required within the next 12
     months. We propose to raise the amount we need by selling
     shares of our common stock through this offering followed
     by one or more private placements if necessary.

2.   We hope to generate revenue from the marketing of our web
     site to offer music lessons online.  This is expected to be
     conducted upon the completion of this offering and
     availability of funds.  We are currently conducting ongoing
     research as to the best way to market our web site. Music
     Etc. does not currently have any formal contracts with any
     internet sites or web hosts.

3.   Should management decide that raising funds by means of one
     or more private placements would be detrimental to Music
     Etc. and its shareholders because our cash flow is limited
     as a result of little or no revenues, we will attempt to
     secure a line of credit with an established financial
     institution to assist with the marketing and general
     working capital purposes.


We intend to utilize one or more of the credit card processing
services to provide our students the option to either pay online
with a credit card or have payments deducted straight from their
checking accounts. These services will range anywhere from
$10/month and $0.25 per transaction fee through CardService
International, Inc. to $44.95/per month, which includes the
processing fee, for a period of 24 months from iTransact.com
(for each transaction over 500 is subject to a $0.10 per
transaction fee.

We intend to launch our website with the aid of consultants
within the music industry, which we will utilize their knowledge
in instructing individuals. These consultants will be paid on a
per project basis, initially, from the proceeds raised in this
offering. Once we have generated revenue and profits enough to
sustain our working capital on an ongoing basis, we will hire
these individuals on a part- to full-time basis. We also intend
to utilize the services of website managers and designers in
order to keep our operating costs down. Prices for services
which will design our website as well as manage the site range
anywhere from $19.95/month to $45/month, some with a start up
fee, for the small to medium sized businesses just getting
started. Many of these web hosting services also include ISP
services included in the monthly fees. Eventually, in the
future, we intend to hire a full-time web page designer and
manager once our operations grow to a capacity which will
require our own staff.

                            Employees

We are currently in a start-up phase with no employees, other
than our management. It is expected that as funds become
available additional staff will be hired. All future employees
will be hired under an equal opportunity policy and evaluated by
their manager on a regular basis with regard to merit raises and
advancements. We do, however, intend to hire consultants, once we
have commenced operations and have raised the start-up capital.

                   PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The  Company  is  not  a  party  to any  material  pending  legal
proceedings and, to the best of its knowledge, no such action has
been threatened by or against the Company.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No such matters were submitted during the most recent quarter.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBITS

3.1   The  exhibits,  consisting of  the  Company's  Articles  of
Incorporation, are attached to the Company's Amended Form  10-SB,
filed  on  June  23,  2000. These exhibits  are  incorporated  by
reference to that Form.

3.2   The  exhibits,  consisting of  the  Company's  Bylaws,  are
attached  to the Company's Amended Form 10-SB, filed on June  23,
2000. These exhibits are incorporated by reference to that Form.

                           SIGNATURES

Pursuant  to  the  requirements of Section 12 of  the  Securities
Exchange  Act  of  1934,  the Registrant  has  duly  caused  this
registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.



                           Music Etc., Inc.



                           By: /s/ Lewis Eslick
                              Lewis Eslick, President



                           Date: January 9, 2002